IAMGOLD Announces Transaction to Create Gold Fields International

11.08.2004 – 15:58

Toronto (ots/PRNewswire) -
- IAMGOLD Board Recommends Shareholders Not Tender to Golden Star
Offer
TSX Trading Symbol: IMG
AMEX Trading Symbol: IAG
Total Shares Outstanding: 145.6MM
Fully Diluted: 151.6MM
52-Week Trading Range: CDN$5.75 - CDN $10.99
Earlier today IAMGOLD announced the successful completion of its
value maximisation process through a proposed combination with Gold
Fields Limited's international assets. The enlarged company will
become the fourth largest North American gold producer and the
seventh largest gold producer worldwide.
Over the last month, the Company, under the guidance and
supervision of the Special Committee and with the assistance of RBC
Capital Markets, has been actively pursuing alternatives to maximise
value for shareholders. Several interested parties came forward
during the process and conducted thorough due diligence on IAMGOLD.
IAMGOLD and its advisors in turn had the opportunity to thoroughly
analyse and evaluate all available alternatives for the Company. The
Board determined that the Gold Fields transaction is the best
alternative for shareholders and is clearly superior to the Golden
Star offer. In addition RBC provided its opinion that, as at the date
hereof, the consideration under the Gold Fields transaction is fair
from a financial point of view to IAMGOLD. On July 8, 2004 RBC
provided its opinion that, at the date thereof, the consideration
under the Golden Star offer was inadequate from a financial point of
view to IAMGOLD Shareholders. The consideration under the Golden Star
offer has not changed since July 8, 2004.
Under the terms of the transaction, IAMGOLD and Gold Fields have
agreed to combine, in exchange for Gold Fields receiving IAMGOLD
shares, the international assets of Gold Fields located outside the
Southern African Development Community ("SADC") with IAMGOLD.
Following the completion of the transaction, Gold Fields will own
approximately 70% of the fully diluted equity of the enlarged
company. Existing IAMGOLD shareholders will own the remaining 30% of
the company, and will also receive a special cash dividend of
CDN$0.50 per share at completion of the transaction. Following
completion of the transaction, IAMGOLD will be renamed "Gold Fields
International Limited" ("Gold Fields International").
The key attributes of Gold Fields International include:
- Anticipated production of approximately 2 million ounces in
2005, projected to increase to approximately 2.4 million gold
equivalent ounces in 2007
- Proven and probable attributable gold reserves of 14.6 million
ounces, measured and indicated resources (including reserves) of 25.9
million ounces, and additional inferred resources of 9.9 million
ounces
- Strong pipeline of near-term development projects and a
portfolio of attractive advanced-stage exploration projects
- Unhedged production and reserves
- Geographically diversified asset base including operations and
projects in Australia, West Africa, Europe and the Americas
- Strong balance sheet with approximately US$500 million in cash
and equivalents
- Experienced management team drawn from Gold Fields and IAMGOLD
with established international mine development and operating track
records
The Gold Fields transaction is clearly superior to the Golden Star
offer on all measures:
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Gold Fields Transaction Golden Star Offer
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Pro - Forma NAV Highly Accretive Highly Dilutive
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Pro-Forma Neutral near term Highly dilutive near term
Cash Flow Highly accretive long term Accretive long term
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Production Total: 2 million ounces Total: 750,000 ounces
(2005 estimate) IMG share: 600,000 ounces IMG share: 415,000 ounces
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Reserves and Total: 25.9 million ounces Total: 11.4 million ounces
Resources IMG share: IMG share:
7.8 million ounces 6.3 million ounces
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Balance Sheet
Strength $500 million of cash $175 million of cash
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Geographic Africa, Australia, Nil
Diversity South America, Finland
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Pro Forma Market
Capitalisation $3.0 billion $1.3 billion
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IAMGOLD's board of directors had previously recommended that
shareholders not tender to the financially inadequate Golden Star
offer. Given the clearly superior transaction available with Gold
Fields, the Board strongly advises shareholders not to tender to the
Golden Star offer and to await further instructions regarding the
Gold Fields transaction.
IAMGOLD would like to take the opportunity to thank shareholders
for their patience and support. The Company is confident that the
Gold Fields' transaction will maximise shareholders value.
Cautionary Statements
Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995: Except for the statements of
historical fact contained herein, the information presented
constitutes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements, including but not limited to those with
respect to the price of gold, silver and copper, the timing and
amount of estimated future production, costs of production, reserve
determination and reserve conversion rates involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievement of IAMGOLD to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors
include, among others, risks related to the integration of
acquisitions, risks related to international operations, risks
related to joint venture operations, the actual results of current
exploration activities, actual results of current reclamation
activities, conclusions of economic evaluations, changes in project
parameters as plans continue to be refined, future prices of gold,
silver and copper, as well as those factors discussed in the section
entitled "Risk Factors" in the Form 40-F for each company as on file
with the Securities and Exchange Commission in Washington, D.C.
Although IAMGOLD has attempted to identify important factors that
could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements.
Please note:
This entire press release may be accessed via fax, email,
IAMGOLD's website at www.iamgold.com and through Canada NewsWire's
website at www.newswire.ca. All material information on IAMGOLD can
be found at www.sedar.com or at www.sec.gov. If you wish to be placed
on IAMGOLD's email press release list, please contact us at
info@iamgold.com.
ots Originaltext: IAMGOLD Corporation
Im Internet recherchierbar: http://www.newsaktuell.ch
Contact:
Joseph F. Conway, President & Chief Executive Officer; Thomas R.
Atkins, Vice-President, Investor Relations, Tel: +1-416-360-4710,
North America Toll-Free: +1-888-IMG-9999, Fax: +1-416-360-4750